STATE BAR OF GEORGIA COMBINED FINANCIAL REPORT JUNE 30, 2017

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1 COMBINED FINANCIAL REPORT JUNE 30, 2017

2 TABLE OF CONTENTS INDEPENDENT AUDITOR S REPORT... 1 COMBINED FINANCIAL STATEMENTS Combined Statements of Financial Position... 2 Combined Statements of Activities Combined Statements of Cash Flows... 5 Notes to the Combined Financial Statements SUPPLEMENTAL INFORMATION INDEPENDENT AUDITOR S REPORT ON SUPPLEMENTAL INFORMATION Combining Statement of Activities for the year ended June 30,

3 INDEPENDENT AUDITOR S REPORT The Board of Governors State Bar of Georgia We have audited the accompanying combined financial statements of the State Bar of Georgia and related entity (collectively the State Bar ) (a nonprofit organization), which comprise the combined statements of financial position as of June 30, 2017 and 2016, and the related combined statements of activities and cash flows for the years then ended, and the related notes to the combined financial statements. Management s Responsibility for the Combined Financial Statements Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these combined financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the State Bar s preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the State Bar s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of the State Bar as of June 30, 2017 and 2016, and the changes in its net assets and cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Atlanta, Georgia June 18, GALLERIA PARKWAY S.E., SUITE 1700 ATLANTA, GA FAX Members of The American Institute of Certified Public Accountants

4 COMBINED STATEMENTS OF FINANCIAL POSITION JUNE 30, 2017 AND 2016 ASSETS Cash and cash equivalents $ 28,301,159 $ 24,503,978 Accounts receivable 88, ,106 Receivable from related parties 42,925 78,021 Receivable from employees 28,220 34,795 Accrued interest receivable 220 2,503 Prepaid and other assets 513, ,153 Investments, at fair value 2,163,936 1,157,702 Bar Center building, furniture, fixtures, and equipment, at cost, less accumulated depreciation 12,454,568 13,499,823 Furniture, fixtures, and equipment, at cost, less accumulated depreciation 1,318, ,219 Total assets 44,912,094 40,727,300 LIABILITIES AND NET ASSETS Liabilities: Accounts payable 1,462,438 1,156,489 Accrued salary and retirement plan expense 515, ,472 Payable to Client Security Fund 1,836,994 2,035,238 Payable to Commission on Continuing Lawyer Competency 58,615 33,071 Accrued vacation 438, ,126 Deferred income - dues and sections 8,424,960 7,532,632 Other deferred income 280, ,347 Total liabilities 13,016,789 12,245,375 Net assets: Unrestricted: Undesignated 4,504,417 1,556,688 Board-designated (See Note 9) 25,385,923 25,089,712 Total unrestricted 29,890,340 26,646,400 Temporarily restricted 2,004,965 1,835,525 Total net assets 31,895,305 28,481,925 Total liabilities and net assets $ 44,912,094 $ 40,727,300 See Notes to Combined Financial Statements. 2

5 STATE BAR OF GEORIGA COMBINED STATEMENT OF ACTIVITIES FOR THE YEAR ENDED JUNE 30, 2017 Unrestricted Board- Undesignated Designated Temporarily Restricted Total REVENUES AND SUPPORT Fees License $ 10,882,883 $ - $ - $ 10,882,883 Advertising 90, ,305 Membership 132, ,547 Total fees 11,105, ,105,735 ICLE Live Programming 2,302, ,302,773 Web Based Programming 871, ,186 Other 110, ,064 Total ICLE 3,284, ,284,023 Contributions - 1,314, ,431 2,307,719 Section dues - 711, ,319 Convention and meeting fees - 99,341-99,341 Law Practice Management fees 30, ,995 Young Lawyers Division fees 9, ,440 High School Mock Trial fees 59, ,429 Assessment income - 308, ,278 Investment income 66,986 25,369 8, ,746 Rental income - 1,332,301-1,332,301 Other 75, , ,951 Total other revenue 14,632,081 4,436,374 1,001,822 20,070,277 Net assets released from restrictions - 832,382 (832,382) - Total revenue and other support 14,632,081 5,268, ,440 20,070,277 EXPENSES Program expenses Counsel 3,573, ,573,580 Communications 823, ,970 Section - 759, ,037 Conventions and meetings - 92,069-92,069 Membership 539, ,501 Consumer Assistance Program 573, ,669 Unauthorized Practice of Law 776, ,314 Young Lawyers Division 492, , ,706 Fee Arbitration 494, ,676 Legislative - 509, ,638 Law Practice Management 460, ,169 High School Mock Trial 175,664 40, ,613 Meetings 288, ,916 SBG Foundation - 82,448-82,448 Law-related education 347, ,376 Pro Bono 209, ,326 Board of Governors 240, ,844 Lawyer Assistance Program 55, ,803 Georgia Diversity Program - 59,606-59,606 TILPP 108, ,100 Cornerstones of Freedom - 390, ,153 Litigation - 96,411-96,411 BASICS Program - 178, ,517 Resource center 110, ,332 Military/Veterans Pro Bono 104, ,991 Law school incubator 85, ,000 Live Programming - ICLE 1,689, ,689,548 Web Based Programming - ICLE 18, ,784 Other Expenses - ICLE 93, ,903 Other 32,675 10,452-43,127 Total program expenses 11,295,077 2,320,050-13,615,127 Management and general 3,431,418 3,736,429-7,167,847 Total expenses 14,726,495 6,056,479-20,782,974 Excess (deficit) of revenues over expenses (94,414) (787,723) 169,440 (712,697) Excess of assets acquired over liabilities assumed in the acquisition of ICLE 3,676, ,000-4,126,077 Other changes in net assets - transfer (633,934) 633, Change in net assets 2,947, , ,440 3,413,380 Net assets, beginning of year 1,556,688 25,089,712 1,835,525 28,481,925 Net assets, end of year $ 4,504,417 $ 25,385,923 $ 2,004,965 $ 31,895,305 See Notes to Combined Financial Statements. 3

6 STATE BAR OF GEORIGA COMBINED STATEMENT OF ACTIVITIES FOR THE YEAR ENDED JUNE 30, 2016 Unrestricted Board- Temporarily Undesignated Designated Restricted Total REVENUES AND SUPPORT Fees License $ 10,629,230 $ - $ - $ 10,629,230 Advertising 109, ,468 Membership 125, ,460 Total fees 10,864, ,864,158 Contributions - 1,385, ,034 2,129,837 Section dues - 704, ,138 Convention and meeting fees - 384, ,120 Law Practice Management fees 36, ,989 Young Lawyers Division fees 23, ,693 High School Mock Trial fees 53, ,526 Assessment income - 301, ,351 Investment income 65,901 29,728 9, ,488 Rental income - 1,194,546-1,194,546 Other 78, , ,028 Total other revenue 11,122,667 4,574, ,893 16,450,874 Net assets released from restrictions - 729,058 (729,058) - Total revenue and other support 11,122,667 5,303,372 24,835 16,450,874 EXPENSES Program expenses Counsel 3,701, ,701,848 Communications 770, ,725 Section - 770, ,549 Conventions and meetings - 439, ,827 Membership 568, ,565 Consumer Assistance Program 561, ,378 Unathorized Practice of Law 758, ,481 Young Lawyers Division 526,057 64, ,632 Fee Arbitration 488, ,427 Legislative - 562, ,794 Law Practice Management 462, ,187 High School Mock Trial 168,182 12, ,594 Meetings 303, ,438 SBG Foundation - 3,826-3,826 Law-related education 325, ,618 Pro Bono 212, ,216 Board of Governors 157, ,442 Lawyers' Assistance Program 55,000 1,071-56,071 Georgia Diversity Program - 66,365-66,365 TILPP 222, ,621 Cornerstones of Freedom - 125, ,185 BASICS Program - 142, ,546 Resource center 110, ,332 Military/Veterans Pro Bono 103, ,750 Law school incubator 85, ,000 Other 25,507 15,470-40,977 Total program expenses 9,606,774 2,204,620-11,811,394 Management and general 2,160,109 3,407,412-5,567,521 Total expenses 11,766,883 5,612,032-17,378,915 Other changes in net assets - transfer (370,316) 370, Change in net assets (1,014,532) 61,656 24,835 (928,041) Net assets, beginning of year 2,571,220 25,028,056 1,810,690 29,409,966 Net assets, end of year $ 1,556,688 $ 25,089,712 $ 1,835,525 $ 28,481,925 See Notes to Combined Financial Statements. 4

7 COMBINED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2017 AND 2016 OPERATING ACTIVITIES Change in net assets $ 3,413,380 $ (928,041) Adjustments to reconcile change in net assets to net cash and cash equivalents provided by operating activities: Gain on acquisition of net assets of nonprofit organization (4,126,077) - Depreciation and amortization 1,709,472 1,508,340 Net realized and unrealized loss on investments 1, Loss on disposal of fixed assets - 55,626 Decrease (increase) in accounts receivable 421,133 (231,652) Decrease (increase) in receivables from related parties 35,096 (7,500) Decrease (increase) in receivables from employees 6, Decrease (increase) in accrued interest receivable 2,283 5,392 Decrease (increase) in prepaid and other assets 20,973 (17,349) (Decrease) increase in accounts payable (498,869) 223,012 (Decrease) increase in employee benefits payable (337,236) 97,941 (Decrease) increase in payables to related parties 25,544 (37,748) (Decrease) increase in accrued vacation (52,607) 7,496 (Decrease) increase in deferred income - dues and sections 793,391 (115,044) (Decrease) increase in other deferred income 133,761 (15,593) (Decrease) increase in payable to Client Security Fund (198,244) (397,369) Total adjustments (2,063,020) 1,076,133 Net cash and cash equivalents provided by operating activities 1,350, ,092 INVESTING ACTIVITIES Purchases of building improvements, furniture, fixtures, and equipment (540,320) (1,152,257) Proceeds from sale and maturity of investments 1,157,098 3,652,909 Net cash received in acquisition of nonprofit organization 1,830,043 - Net cash and cash equivalents provided by investing activities 2,446,821 2,500,652 Net increase in cash and cash equivalents 3,797,181 2,648,744 Cash and cash equivalents at beginning of year 24,503,978 21,855,234 Cash and cash equivalents at end of year $ 28,301,159 $ 24,503,978 ACQUISITION OF NONPROFIT ORGANIZATION - ICLE Net assets acquired (liabilities assumed) Investments $ 2,165,117 $ - Accounts receivable 171,863 - Prepaid and other assets 89,747 - Property and equipment 774,981 - Accounts payable (804,818) - Accrued salary and retirement plan expense (1,919) - Deferred income - dues and sections (98,937) - 2,296,034 - Net cash received from acquired nonprofit organization 1,830,043 - $ 4,126,077 $ - See Notes to Combined Financial Statements. 5

8 NOTES TO THE COMBINED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2017 AND 2016 Note 1 Summary of significant accounting policies Description of Business The State Bar of Georgia is a membership organization of attorneys in the state of Georgia that performs as a society and regulatory agency for its membership. The State Bar of Georgia Foundation, Inc. ( SBGF ) is a foundation that supports the charitable and educational activities of the State Bar of Georgia. Pursuant to an agreement executed on December 30, 2016, between the Institute of Continuing Legal Education in Georgia, an unincorporated Georgia nonprofit association, and the State Bar of Georgia Foundation, Inc., a Georgia nonprofit corporation, the assets of the Institute of Continuing Education in Georgia were transferred to the SBGF for the purposes of continuing to provide continuing legal education in Georgia. After receiving these assets, SBGF entered into a contract with the State Bar of Georgia to create a program to provide continuing legal education to Georgia lawyers. As a result, the Institute of Continuing Legal Education of the State Bar of Georgia ( ICLE ) was created as a program of the State Bar of Georgia, with the purpose of promoting a well-organized, properly planned, and adequately supported program of continuing legal education by which members of the legal profession may enhance their skills, keep abreast of developments in the law, ethics, and professionalism, engage in the study and research of the law, and disseminate the knowledge thus obtained. The combined financial statements include the State Bar of Georgia and the State Bar of Georgia Foundation, Inc., hereinafter collectively referred to as the State Bar. Accrual Basis The financial statements of the State Bar have been prepared on the accrual basis of accounting. Under this method of accounting, revenues are recognized when earned, and expenses are recognized when incurred. Basis of Presentation The State Bar s net assets and revenue, expenses, gains, and losses are classified based on the existence or absence of donor-imposed restrictions. Accordingly, net assets of the State Bar and changes therein are classified and reported as unrestricted and temporarily restricted. Unrestricted net assets include amounts that are not subject to donor-imposed stipulations that are used to account for resources available to carry out the purposes of the State Bar in accordance with its charter and bylaws. The principal sources of unrestricted funds are membership fees and dues. The State Bar s governing board has designated certain unrestricted net assets to be held for specific purposes as indicated in the combined statements of financial position. Temporarily restricted net assets are those resources currently available for use but expendable only for purposes specified by the donor or grantor and may or will be met by the action of the State Bar and/or the passage of time. Such resources originate from grants and contributions restricted for specific purposes or a specific future time frame. When a donor or grantor restriction expires, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the combined statements of activities as net assets released from restrictions. Revenue is reported as increases in unrestricted net assets unless use of the related assets is limited by donorimposed restrictions. Expenses are reported as decreases in unrestricted net assets. Gains and losses on investments and other assets or liabilities are reported as increases or decreases in unrestricted net assets unless their use is restricted by explicit donor stipulation or by law. Expirations of temporary restrictions on net assets (i.e., the donor-stipulated purpose has been fulfilled and/or the stipulated time period has elapsed) are reported as reclassifications between the applicable classes of net assets. Cash and Cash Equivalents For purposes of the combined statements of cash flows, the State Bar considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. Cash equivalents were $22,024,535 and $20,886,808 at June 30, 2017 and 2016, respectively, consisting of money market funds. These funds are not insured. 6

9 NOTES TO THE COMBINED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2017 AND 2016 Note 1 Summary of significant accounting policies (continued) At June 30, 2017 and 2016, in addition to the money market deposits above, the State Bar maintained bank deposits in excess of federally insured limits of $5,589,970 and $3,125,854, respectively. Investments All investments are reported in the combined statements of financial position at fair market value. In addition, both realized and unrealized gains and losses are included in the combined statements of activities. The State Bar has adopted an investment policy. Fair Value of Financial Instruments The State Bar has estimated the fair values of its financial instruments using available market information and other valuation methodologies in accordance with accounting principles generally accepted in the United States of America ( generally accepted accounting principles ). Accordingly, the estimates presented are not necessarily indicative of the amounts that the State Bar could realize in a current market exchange. Determinations of fair value are based on subjective data and significant judgment related to timing of payments and collection of the amounts to be realized. Different market assumptions and/or estimation methodologies might have a material effect on the estimated fair value amounts. The carrying value of financial instruments such as cash and cash equivalents, other receivables, due to/from related organizations, accounts payable, and accruals approximate fair value because of the terms and relative short maturity of the financial instruments. The State Bar believes the carrying values of its financial instruments are reasonable estimates of their values, unless otherwise noted. The fair value hierarchy for inputs used in measuring fair value maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the State Bar. Unobservable inputs reflect the State Bar s assumption about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is classified in one of the following three levels based on the inputs: Level 1: Financial instruments with unadjusted, quoted prices listed on active market exchanges. Level 2: Financial instruments valued using inputs that include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3: Financial instruments that are not actively traded on a market exchange and require using significant unobservable inputs in determining fair value. Building, Furniture, Fixtures, and Equipment Additions to building, furniture, fixtures, and equipment in excess of $1,000 are capitalized. Building, furniture, fixtures, and equipment are carried at cost. Depreciation expense is computed based on the estimated useful lives of the respective assets using the straight-line method of depreciation. The estimated useful lives range from three to twenty-seven and a half years. Accounts Receivables Accounts receivables are reported net of an allowance for doubtful accounts. As of June 30, 2017 and 2016, the allowance for doubtful accounts was $40,189 and $0, respectively. 7

10 NOTES TO THE COMBINED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2017 AND 2016 Note 1 Summary of significant accounting policies (continued) Revenue Recognition Membership dues, annual license fees, ICLE seminar fees and Bar Center assessments are recorded as revenue in the applicable year when received. Any amounts collected prior to and including June 30 applicable to the subsequent year s membership dues, assessments, or seminars are recorded as deferred income in the statements of financial position. Annual license fee and Bar Center assessment notices for the fiscal years ending June 30, 2017 and 2016 were sent out in April 2017 and May 2016, respectively. Functional Allocation of Expenses The costs of providing the various programs and other activities have been summarized on a functional basis in the combined statements of activities. Accordingly, certain costs have been allocated among the programs and supporting services benefited. Use of Estimates by Management The preparation of the combined financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The State Bar was established as an instrumentality of the state of Georgia, and its income is therefore exempt from income tax under Internal Revenue Code Section 115, per the Internal Revenue Service determination letter dated May 11, Under Section 115, net income from an activity other than an essential governmental function can be subject to taxation. In management s opinion, the State Bar did not have any such net income during the years ended June 30, 2017 and The State Bar has evaluated the effect of generally accepted accounting principles guidance for Accounting for Uncertainty in Income Taxes. Management believes that the State Bar continues to satisfy the requirements of a tax-exempt organization and therefore had no uncertain income tax positions at June 30, 2017 and Clients Security Fund (CSF) The State Bar of Georgia Clients Security Fund is a trust administered by the CSF Board of Trustees to provide monetary relief to persons who suffer reimbursable losses as a result of the dishonest conduct of a member (or members) of the State Bar of Georgia. The CSF is governed by State Bar Rules through The CSF is funded by a $100 mandatory assessment of all new members of the State Bar. The CSF can also be funded by an ad hoc assessment of up to $25 per member per year upon the event its balance falls below $1,000,000. In its history there has never been an ad hoc CSF assessment. Aggregate payout from the CSF is limited to $350,000 per year and $25,000 per claimant, although there is a rule change pending before the Supreme Court of Georgia to increase aggregate annual payout amounts to $500,000. Note 2 Membership Membership in the State Bar totaled 49,882 and 48,761 at June 30, 2017 and 2016, respectively. 8

11 NOTES TO THE COMBINED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2017 AND 2016 Note 3 Investments Investments are carried at fair market value. At June 30, 2016, the State Bar s portfolio consisted of fullyinsured brokered bank certificates of deposit (CDs) and direct CD deposits with banks. Brokered CDs were valued by Bank of America using a model that incorporates credit risk and current market interest rates on the yield curve. Therefore, the valuation is considered a Level 1 valuation (see Note 4). At June 30, 2017, the State Bar s portfolio consisted of fixed income securities considered a Level 1 valuation (see Note 4). Proceeds from the sale of investments may be used in the operations of the State Bar. Investments, at fair value, and total investment income are summarized as follows: Cash equivalent $ 26,274 $ - Certificates of deposit - 1,157,702 Fixed income 2,137,662 - Total investments 2,163,936 1,157,702 Interest and dividends $ 111,243 $ 115,426 Net realized and unrealized gains (losses) (10,497) (9,939) Total investment income 100, ,487 Note 4 Fair Value Measurements As required by FASB ASC 820, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following is a summary of the levels within the fair value hierarchy for the State Bar s assets and liabilities measured at fair value as of June 30, 2017: Level 1 Level 2 Level 3 Total Investments: Cash equivalent $ 26,274 $ - $ - $ 26,274 Fixed income 2,137, ,137,662 Total $ 2,163,936 $ - $ - $ 2,163,936 The following is a summary of the levels within the fair value hierarchy for the State Bar s assets and liabilities measured at fair value as of June 30, 2016: Level 1 Level 2 Level 3 Total Investments: Certificate of Deposit $ 1,157,702 $ - $ - $ 1,157,702 Total 1,157, ,157,702 9

12 NOTES TO THE COMBINED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2017 AND 2016 Note 5 Building, furniture, fixtures, and equipment The Bar Center building, furniture, fixtures, and equipment are summarized as follows: Building and improvements $ 26,591,113 $ 26,609,049 Furniture and office equipment 3,302,709 3,076,999 Computer and electronic equipment 973, ,921 30,867,053 30,606,969 Less accumulated depreciation (18,412,485) (17,107,146) $ 12,454,568 $ 13,499,823 Land, furniture, fixtures, and equipment other than the Bar Center s consist of the following: Furniture and office equipment $ 601,366 $ 389,689 Computer and electronic equipment 609, ,632 Leasehold and building improvements 572, ,488 Computer software 1,280,579 1,172,509 Land 290,633-3,354,480 2,460,318 Less accumulated depreciation (2,036,177) (1,793,099) $ 1,318,303 $ 667,219 Note 6 Retirement plan The State Bar has a money purchase pension plan that covers substantially all employees. State Bar contributions to this plan for the years ended June 30, 2017 and 2016 were $471,987 and $456,855, respectively. Note 7 Leases Lessor The State Bar leases office space to both related and non-related parties. Rental income totaled $1,332,301 and $1,194,546 in 2017 and 2016, respectively. These amounts included receipts of $56,147 and $55,054, respectively, from related parties. Certain of the leases have expiration dates through October 2020 and certain of the leases are renewable annually or cancelable at the request of the lessee. As of June 30, 2017, approximate future minimum annual lease payments for the leases that are not renewable annually or cancelable are as follows: Fiscal year ending June 30, 2018 $ 84, ,139 Total $ 119,038 10

13 NOTES TO THE COMBINED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2017 AND 2016 Note 7 Leases (continued) Lessee The State Bar has entered into various non-cancelable operating lease agreements for the rental of photocopiers and mailing equipment. These lease agreements expire on various dates through May In addition, the State Bar entered into a lease on November 1, 2008 for its Coastal Georgia office space in Savannah. The lease expired on October 31, 2013 with two five-year options available to renew through The State Bar renewed the lease under its first option on November 1, 2013, with expiration on October 31, The State Bar also renewed its lease at a satellite office in Tifton, Georgia and executed a lease agreement for expanded conference room space which expires on September 30, As of June 30, 2017, approximate future minimum annual lease payments for these leases are as follows: Fiscal year ending June 30, 2018 $ 96, ,016 Total $ 153,938 Rental expense charged to operations amounted to approximately $124,863 and $119,316 for the years ended June 30, 2017 and 2016, respectively. Note 8 Related party transactions The Commission on Continuing Lawyer Competency contributed $1,314,288 and $1,385,803 to the State Bar in 2017 and 2016, respectively. These amounts represent approximately 7% and 8% of the total amount of State Bar s revenue and other support for 2017 and 2016, respectively. The State Bar was also reimbursed by related organizations for their share of salary and operating expenses during 2017 and 2016 as follows: Commission on Continuing Lawyer Competency $ 444,648 $ 590,230 Chief Justice s Commission on Professionalism 280, ,502 Georgia Bar Foundation, Inc. 86,618 84,382 $ 811,294 $ 947,114 The following represents a summary of amounts due from related parties at June 30: Chief Justice s Commission on Professionalism $ 25,877 $ 57,854 Georgia Bar Foundation, Inc. 17,048 20,167 $ 42,925 $ 78,021 11

14 NOTES TO THE COMBINED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2017 AND 2016 Note 8 Related party transactions (continued) The State Bar had a payable of $58,615 and $33,071 to the Commission on Continuing Lawyer Competency at June 30, 2017 and 2016, respectively. Note 9 Board designated net assets The State Bar had Board-designated net assets available for the following purposes at June 30, 2017 and 2016: Bar Center $ 16,829,764 $ 17,195,450 General Operations 4,750,000 4,750,000 Cornerstones of Freedom 600, ,000 Litigation 300, ,000 Sections 2,445,107 2,240,482 Conventions 11,052 3,780 Operating contingencies ICLE 225,000 - Replacement of equipment ICLE 225,000 - $ 25,385,923 $ 25,089,712 Bar Center net assets primarily consist of the net depreciated cost of the Bar Center building, building improvements, and related Conference Center furniture and equipment. Note 10 Temporarily restricted net assets Net assets were released from donor restrictions in 2017 and 2016 by incurring expenses satisfying the restricted purposes or by occurrence of other events specified by donors as follows: Legislative Program $ 509,638 $ 562,793 BASICS Program 28,517 2,546 Young Lawyers Division 100,284 64,575 Georgia Diversity Program 59,671 66,365 Evidence Study - 7,562 State Bar of Georgia Foundation 82,448 3,826 Promote Inclusion 6,452 6,268 Bar Media Conference 1,378 1,640 Lawyer Assistance Program 485 1,071 High School Mock Trial 40,949 12,412 Access to Justice 2,560 - $ 832,382 $ 729,058 12

15 NOTES TO THE COMBINED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2017 AND 2016 Note 10 Temporarily restricted net assets (Continued) Temporarily restricted net assets at June 30, 2017 and 2016 were available for the following purposes and are included in cash: Legislative Program $ 1,221,403 $ 1,166,943 Law-Related Education/Marshall Fund 320, ,623 High School Mock Trial 13,287 48,624 National Mock Trial 20,067 - BASICS Program 74,219 35,134 Young Lawyers Division 160, ,426 Lawyer Assistance Program 24,463 24,854 Georgia Diversity Program 9,790 13,804 Bar Media Conference 21,108 20,406 Evidence Study - - Law Day 6,247 6,223 icivics Program Promote Inclusion 15,362 11,931 Access to Justice 1,448 - Military Vet Pro Bono 13,616 - Unauthorized Practice of Law 100,050 - State Bar of Georgia Foundation 1,500 - $ 2,004,965 $ 1,835,525 Note 11 Contingencies The State Bar is subject to various suits and proceedings arising in the ordinary conduct of its affairs and has been named as a defendant in several lawsuits. In the opinion of the Office of the General Counsel, all suits and actions now pending or likely to be filed will be resolved without material adverse effect on the financial position of the State Bar. Note 12 Acquisition of the Institute of Continuing Legal Education in Georgia As described in Note 1, on December 30, 2016, the State Bar of Georgia Foundation, Inc. acquired the net assets of the Institute of Continuing Legal Education in Georgia ( ICLE ). No consideration was exchanged in the transaction. Under FASB s guidance for not-for-profit mergers and acquisitions, the transaction qualified as an acquisition of ICLE by the State Bar. Therefore, the fair values of the assets acquired and the liabilities assumed were recorded as of December 30, 2016, and the excess of the assets of the liabilities of $4,126,077 was recorded as non-operating revenue on the statement of activities. 13

16 NOTES TO THE COMBINED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2017 AND 2016 Note 13 Subsequent events Management of the State Bar has evaluated subsequent events through June 18, 2018, in connection with the preparation of these combined financial statements, which is the date the combined financial statements were available to be issued. Effective December 5, 2017, The State Bar of Georgia Foundation, Inc. ( SBGF ) and the University of Georgia Law School Association ( LSA ) entered into a contract for the sale of certain land, buildings and fixtures previously owned or leased by ICLE. The parcels were two fee parcels owned by SBGF and a third parking lot parcel leased by SBGF from a third party. Also included in the sale was a fee parcel owned by LSA and leased to SBGF. On May 15, 2018, at closing, SBGF received for its share of the sold properties, after expenses and adjustments, $537,

17 INDEPENDENT AUDITOR S REPORT ON SUPPLEMENTAL INFORMATION To the Board of Governors State Bar of Georgia We have audited the combined financial statements of State Bar of Georgia as of and for the years ended June 30, 2017 and 2016, and our report thereon dated June 18, 2018, which expressed an unmodified opinion on those combined financial statements, appears on pages 1 and 2. Our audits were conducted for the purpose of forming an opinion on the financial statements as a whole. The supplemental information shown on page 16 is presented for purposes of additional analysis and is not a required part of the combined financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the combined financial statements. The information has been subjected to the auditing procedures applied in the audits of the combined financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the combined financial statements or to the combined financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the combined financial statements as a whole. Atlanta, Georgia June 18, GALLERIA PARKWAY S.E., SUITE 1700 ATLANTA, GA FAX Members of The American Institute of Certified Public Accountants

18 COMBINING STATEMENT OF ACTIVITIES FOR THE YEAR ENDED JUNE 30, 2017 SBG and SBGF ICLE Elimination Combined Total REVENUES AND SUPPORT: Fees License $ 10,882,883 $ - $ - $ 10,882,883 Advertising 90, ,305 Membership 132, ,547 Total fees 11,105, ,105,735 ICLE Live Programming $ - $ 2,302,773 $ - $ 2,302,773 Web Based Programming - 871, ,186 Other - 110, ,064 Total ICLE - 3,284,023-3,284,023 Contributions 2,307, ,307,719 Section dues 711, ,319 Convention and meeting fees 99, ,341 Law Practice Management fees 30, ,995 Young Lawyers Division fees 9, ,440 High School Mock Trial fees 59, ,429 Assessment income 308, ,278 Investment income 89,224 11, ,746 Rental income 1,332, ,332,301 Other income 720, ,951 Total other revenue 16,774,732 3,295,545-20,070,277 Net assets released from restrictions Total revenue and other support 16,774,732 3,295,545-20,070,277 Expenses: Program expenses: Counsel 3,573, ,573,580 Communications 823, ,970 Section 759, ,037 Conventions and meetings 92, ,069 Membership 539, ,501 Consumer Assistance Program 573, ,669 Unauthorized Practice of Law 776, ,314 Young Lawyers Division 592, ,706 Fee Arbitration 494, ,676 Legislative 509, ,638 Law Practice Management 460, ,169 High School Mock Trial 216, ,613 Meetings 288, ,916 SBG Foundation 82, ,448 Law-related education 347, ,376 Pro Bono 209, ,326 Board of Governors 240, ,844 Lawyer Assistance Program 55, ,803 Georgia Diversity Program 59, ,606 TILPP 108, ,100 Cornerstones of Freedom 390, ,153 Litigation 96, ,411 BASICS Program 178, ,517 Resource center 110, ,332 Military/Veterans Pro Bono 104, ,991 Law school incubator 85, ,000 Live Programming - ICLE - 1,689,548-1,689,548 Web Based Programming - ICLE - 18,784-18,784 Other Expense - ICLE - 93,903-93,903 Other 43, ,127 Total program expenses 11,812,892 1,802,235-13,615,127 Management and general 6,029,680 1,138,167-7,167,847 Total expenses 17,842,572 2,940,402-20,782,974 Excess (deficit) of revenues over expenses (1,067,840) 355,143 - (712,697) Excess of assets acquired over liabilities assumed in the acquisition of ICLE - 4,126,077-4,126,077 Change in net assets (1,067,840) 4,481,220-3,413,380 Net assets, beginning of year 28,481, ,481,925 Net assets, end of year $ 27,414,085 $ 4,481,220 $ - $ 31,895,305 See Notes to Combined Financial Statements. 16